Exhibit (10)(a)






July 15, 2008




Robert K. Steel

301 South College Street

One Wachovia Center

Charlotte, North Carolina 28288





	Re:	 	NOTIFICATION OF GRANT UNDER WACHOVIA CORPORATION’S AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN





Dear Bob:



Wachovia Corporation (the “Corporation”) is extremely pleased that you have accepted its offer to
become Chief Executive Officer and President of Wachovia pursuant to our offer letter to you dated,
July 9, 2008 (the “Offer Letter”). As set forth in the Offer Letter, you have been granted under
the Corporation’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) the stock options and
performance restricted stock awards relating to the Corporation’s common stock set forth below.
The grant of the awards is subject in all respects to the terms and conditions of this letter, the
Offer Letter, the Plan and the related Information Statement. The terms of the Plan and the
Information Statement are expressly incorporated into this letter. To the extent this letter and
the Plan conflict, the terms of the Plan control. Any capitalized terms not defined in this letter
will have the meanings given to them in the Plan.




2008 Long-Term Incentive Non-qualified Stock Options



On July 15, 2008, you were granted a non-qualified stock option (“NQSO”) to purchase an aggregate
of 1,500,000 shares of the Corporation’s common stock, at a price of $9.08 per share. Subject to
the terms of the Plan, the Offer Letter and this letter, the shares under this option shall become
exercisable in substantially equal installments on the first, second and third anniversary of the
date of grant as set forth below and will remain so exercisable until July 15, 2018, on which date
the NQSO hereby granted shall terminate, to the extent not previously exercised or forfeited.




	 	 	 
	Number of Options	 	Vesting Schedule
	 	 	 
	500,000
	 	July 15, 2009
	500,000
	 	July 15, 2010
	500,000
	 	July 15, 2011






2008 Long-Term Incentive Performance Restricted Stock Awards



On July 15, 2008, you were granted 888,767 performance restricted shares (the “2008 Long-Term
Incentive Performance RSAs”) of the Corporation’s common stock. Each 2008 Long-Term Incentive
Performance RSA granted hereby has a performance goal and an employment requirement, and may not be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated (the “Transfer
Restrictions”), except as set forth below or as otherwise may be provided in the Plan:




	 	 	 
	Number of Shares	 	Date Transfer Restrictions Lapse
	444,383
	 	 

The Transfer Restrictions on the
444,383 shares of the 2008 Long-Term Incentive Performance RSAs will
lapse upon satisfaction of the later of the Fair Market Value of the
Corporation’s common stock being at least $25.00 per share for
15 consecutive trading days on the New York Stock Exchange
(the “$25 Performance Goal”) and you remaining employed at
the Corporation until July 15, 2011.






 









 






	 	 	 
	Number of Shares	 	 
	444,384
	 	 

The Transfer Restrictions on the 444,384 shares of the 2008 Long-Term
Incentive Performance RSAs will lapse upon satisfaction of the
later of the Fair Market Value of the Corporation’s common stock
being at least $30.00 per share for 15 consecutive trading days
on the New York Stock Exchange (the “$30 Performance Goal”)
and you remaining employed at the Corporation until July 15, 2011.





Subject to the terms of the Offer Letter, the Plan, and this letter, you will forfeit the 444,383
shares of the 2008 Long-Term Incentive Performance RSAs if the $25 Performance Goal is not
satisfied by July 15, 2014, and you will forfeit the 444,384 shares of the 2008 Long-Term Incentive
Performance RSAs if the $30 Performance Goal is not satisfied by July 15, 2014.




Special Performance Restricted Stock Awards




On July 15, 2008, you were granted 1,101,322 performance restricted shares (the “Special
Performance RSAs” ) of the Corporation’s common stock. Each Special Performance RSA granted hereby
has a performance goal and an employment requirement, and is subject to the Transfer Restrictions,
except as set forth below or as otherwise may be provided in the Plan:



	 	 	 
	Number of Shares	 	Date Transfer Restrictions Lapse
	550,661
	 	 

The Transfer Restrictions on the 550,661 shares of the
Special Performance RSAs will lapse upon satisfaction of
the later of the Fair Market Value of the Corporation’s
common stock being at least $20.00 per share for 15 consecutive
trading days on the New York Stock Exchange (the “$20 Performance
Goal”) and you remaining employed at the Corporation until July 15, 2011.






	 	 	 
	Number of Shares	 	 
	550,661
	 	 

The Transfer Restrictions on the 550,661 shares of the
Special Performance RSAs will lapse upon satisfaction of
the later of the Fair Market Value of the Corporation’s
common stock being at least $35.00 per share for 15 consecutive
trading days on the New York Stock Exchange (the “$35 Performance
Goal”) and you remaining employed at the Corporation until July 15, 2011.





Subject to the terms of the Offer Letter, the Plan, and this letter, you will forfeit the 550,661
shares of the Special Performance RSAs if the $20 Performance Goal is not satisfied by July 15,
2014, and you will forfeit the 550,661 shares of the Special Performance RSAs if the $35
Performance Goal is not satisfied by July 15, 2014.




Termination of Employment and Change of Control:





	 	(1)	 	Effect on Stock Options:




If your employment with the Corporation terminates (i) because you terminate your employment with
the Corporation for Good Reason (as defined in the Offer Letter), (ii) because the Corporation
terminates your employment other than for Cause (as defined in the Offer Letter), death, Disability
or Retirement, or (iii) because of your death, Disability or Retirement, all of the shares under
the NQSO that are unvested shall continue to vest in accordance with the vesting schedule set forth
above under “2008 Long-Term Incentive Non-qualified Stock Options” as if your employment had
continued for a period of two years and then, to the extent not otherwise vested, all such
remaining unvested NQSOs will vest, to the extent not previously exercised or forfeited. All
vested NQSO will remain exercisable until July 15, 2018. In the event of a Change of Control (as
defined in the Offer Letter), all of the shares under the NQSO that are unvested shall vest and
remain exercisable until July 15, 2018, to the extent not previously exercised or forfeited.




 









 









	 	(2)	 	Effect On 2008 Long-Term Incentive Performance Restricted Stock Awards and Special
Performance Restricted Stock Awards




If your employment with the Corporation terminates, including following a Change of Control (as
defined in the Offer Letter), (i) because you terminate your employment with the Corporation for
Good Reason (as defined in the Offer Letter), (ii) because the Corporation terminates your
employment other than for Cause (as defined in the Offer Letter), death, Disability or Retirement,
or (iii) because of your death, Disability or Retirement, the employment requirement will be
waived, and the Transfer Restrictions applicable to 444,383 shares of the 2008 Long-Term Incentive
Performance Restricted Stock Awards will terminate upon satisfaction of the $25 Performance Goal,
the Transfer Restrictions applicable to 444,384 shares of the 2008 Long-Term Incentive Performance
Restricted Stock Awards will terminate upon satisfaction of the $30 Performance Goal, the Transfer
Restrictions applicable to 550,661 shares of the Special Performance Restricted Stock Awards will
terminate upon satisfaction of the $20 Performance Goal, and the Transfer Restrictions applicable
to 550,661 shares of the Special Performance Restricted Stock Awards will terminate upon
satisfaction of the $35 Performance Goal, in each case provided that the relevant performance goal
is satisfied by July 15, 2014. In the event of a Change of Control (as defined in the Offer
Letter), the employment requirement will be waived, and the $25 Performance Goal, the $30
Performance Goal, the $20 Performance Goal, and the $35 Performance Goal will be adjusted equitably
based on the consideration received in the Change of Control transaction.



If you have any questions concerning your grant, please contact Chuck Loring at 704-383-3007.




Sincerely,









Shannon McFayden

Senior Executive Vice President

Director of Human Resources and Corporate Relations




Enclosures